Investee company merger
28 Mai 2009 - 8:00AM
UK Regulatory
TIDMORP
RNS Number : 9059S
Origo Resource Partners Limited
28 May 2009
28 May 2009
Origo Resource Partners Limited
PHI merger with RMWAH
Origo Resource Partners Limited ("ORP" or "the Fund") is pleased to announce the
merger of Primary Holdings International Trust ("PHI"), the ORP portfolio
company which was established to acquire and lease Australian farmland
properties, and R.M. Williams Agricultural Holdings Pty Ltd ("RMWAH"), a new
venture formed by R.M. Williams Pty Ltd. ("RMW"), the well known Australian
footwear, apparel and accessories company.
RMWAH's strategy is to build a vertically integrated agricultural company
focused on operating prime farmland and, through strategic partnerships,
developing a diversified portfolio of businesses supplying a range of R.M.
Williams' branded organic meat and grain products to both local and
international markets.
The venture will benefit from a combination of PHI's management team and assets,
improved access to capital, the brand equity of R.M. Williams and a deep
understanding of Australia's agricultural industry. Chaired by Ken Cowley AO,
owner and Chairman of R.M. Williams, the Board of RMWAH will include two Origo
nominees, initially David Pearse as Managing Director, and Chris Jemmett as a
Non-Executive Director.
Following the merger, ORP's holding in PHI, which is equivalent to 39 percent of
PHI's voting rights, will be exchanged for shares in RMWAH equivalent to around
31 percent of the voting rights in RMWAH. In addition, ORP will be granted
warrants to purchase RMWAH ordinary shares equivalent to a further 16 percent of
RMWAH's voting rights. Origo Sino-India PLC, which provides consultancy services
to the Fund, will exchange its holding in PHI for ordinary shares in RMWAH
equivalent to approximately 8 percent of RMWAH's issued share capital.
In conjunction with the merger, R.M. Williams group companies and C-Quest
Capital LLC, a carbon asset management business, will together subscribe for
approximately AU$9 million worth of ordinary shares in RMWAH, priced at AU$1 per
share.
Commenting on today's announcement Chris Rynning, Executive Director of ORP,
said:
"We believe RMWAH is uniquely positioned to emerge as the leading player in
Australia's agricultural industry and long-term supplier to Asian growth
markets, in particular China.
"The partnership with R.M. Williams, which has been concluded on terms
beneficial to ORP shareholders, will create a much stronger entity, with deeper
strategic and financial resources at its disposal."
A separate announcement in relation to the merger has been made today by Origo
Sino-India PLC.
Further information:
+-------------------------------------------+---------------------------+
| Origo Resource Partners | |
| Chris Rynning | +86 1390 124 6417 |
| (chris@origoplc.com) | |
| | |
| Niklas Ponnert | +86 1351 106 1672 |
| (niklas@origoplc.com) | |
| | |
+-------------------------------------------+---------------------------+
| Nominated Adviser: | +44 (0)20 7131 4000 |
| Smith & Williamson Corporate Finance | |
| Limited | |
| Azhic Basirov / Jo Royden-Turner | |
| | |
+-------------------------------------------+---------------------------+
| Broker: | +44 (0)20 3100 2222 |
| Liberum Capital Limited | |
| Simon Atkinson | |
| | |
+-------------------------------------------+---------------------------+
| Public Relations: | +44 (0)20 7321 0000 |
| Aura Financial | |
| Andy Mills / Nina Legge | |
| | |
+-------------------------------------------+---------------------------+
Notes to editors:
Details of the transaction
Under the terms of the merger, ORP will exchange its holding of 18,648,018
convertible preference units in PHI (acquisition cost of AU$1 per unit),
equivalent to 39 percent of the issued share capital of PHI, for 27,372,023
ordinary shares in RMWAH, equivalent to approximately 31 percent of the voting
rights in RMWAH. In addition, ORP will be granted warrants to purchase an
additional 17,272,010 RMWAH ordinary shares, half of which are exercisable
anytime within 24 months at the Australian dollar equivalent of US$1 per share,
with the remainder being exercisable anytime within 48 months at the Australian
dollar equivalent of US$1 per share (or at the issue price of shares issued to
any new investor prior to exercise). No further cash commitment is required by
ORP pursuant to the merger.
On completion of the merger, the net asset value of RMWAH is expected to be
approximately AU$30.4 million (consisting of the net assets of PHI and the cash
injected by RMW group companies and C-Quest Capital LLC). As a newly formed
entity, RMWAH has not yet earned any profits or incurred any expenses.
R.M. Williams:
The R.M. Williams company was founded and established in 1932 by well
known Australian, Reginald Murray ("RM") Williams AO, CMG. RM designed and
crafted footwear, clothing and leather accessories for the men and women who
lived and worked in outback Australia. Over time, the R.M. Williams company
interests have significantly diversified and grown and the brand is strongly
associated with Australia's national identity, outback heritage and pioneering
spirit. Renowned for quality and style, R.M. Williams is worn by global leaders,
international movie stars, world sporting champions and media moguls.
The company is wholly Australian owned by the Cowley family and has expanded
across the globe with over 30 stores in Australia, New Zealand, London and New
York, more than 900 stockist locations worldwide and exporting to over 15
countries globally.
www.rmwilliams.com.au
Primary Holdings International Trust:
Primary Holdings International (PHI) is an Australian group focused on
sustainable land management, organic farming and investment in Australian
agricultural opportunities. Through its focus on responsible and sustainable
land management, and in partnership with experienced farmers and managers, PHI
aims to enhance long-term revenue and capital growth for both investors and
partners.
PHI was founded in 2007 by brothers Bob and James Tucker and Angus and Bryce
Graham, who came together to realise a passion for the Australian rural sector.
This is, that Australian agriculture has and will continue to play a key role in
addressing the pressing global issues of food and water security, with a
particular emphasis on developing Asian markets.
PHI raised seed funds from London-based RAB Special Situations Fund in December
2007 and from Origo Sino-India Plc, Origo Resource Partners Ltd, and other
investors in August 2008.
As 31 December 2008, the unaudited net asset value of Primary Holdings
International Trust was AU$21.4 million and PHI made an unaudited loss after tax
for the six months then ended of AU$2.2 million.
C-Quest Capital (CQC):
CQC is a carbon finance business with access to proprietary capital and risk
management capacity to create and protect value from the development and
acquisition of carbon assets for compliance and voluntary markets worldwide.
CQC's management and staff have been active in energy, forestry and agriculture
sector development globally over the past 30 years, and have been pioneers in
carbon market development and greenhouse gas emissions reductions projects since
1990.
CQC combine unique experience in carbon asset development and management,
derivatives trading and risk management in the energy and carbon space, and in
renewable energy and energy efficiency projects in the developing countries and
North America.
www.cqcllc.net
This information is provided by RNS
The company news service from the London Stock Exchange
END
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